{"id":42332,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/hefei-zhongli-energy-company-ltd-cooperative-joint-venture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"hefei-zhongli-energy-company-ltd-cooperative-joint-venture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/hefei-zhongli-energy-company-ltd-cooperative-joint-venture.html","title":{"rendered":"Hefei Zhongli Energy Company Ltd. Cooperative Joint Venture Contract &#8211; Anhui Liyuan Electric Power Development Co. Ltd., Hefei Municipal Construction and Investment Co. and AES Anhui Power Company Ltd."},"content":{"rendered":"<pre> Information contained herein, marked with [***], is being filed pursuant to a\n                      request for confidential treatment.\n\n\n\n\n             ANHUI LIYUAN ELECTRIC POWER DEVELOPMENT COMPANY LIMITED\n\n\n                                       AND\n\n\n               HEFEI MUNICIPAL CONSTRUCTION AND INVESTMENT COMPANY\n\n\n                                       AND\n\n\n                          AES ANHUI POWER COMPANY LTD.\n\n\n\n                       COOPERATIVE JOINT VENTURE CONTRACT\n\n\n\n                            FOR THE ESTABLISHMENT OF\n\n\n\n                        HEFEI ZHONGLI ENERGY COMPANY LTD.\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                                                                        PAGE\n                                                                                        ----\n                                                                                    \nARTICLE 1.          GENERAL PROVISIONS...............................................     3\n\nARTICLE 2.          DEFINITIONS......................................................     3\n\nARTICLE 3.          PARTIES TO THIS CONTRACT.........................................     5\n\nARTICLE 4.          ESTABLISHMENT OF THE COMPANY.....................................     6\n\nARTICLE 5.          PURPOSE, SCOPE AND SCALE OF THE COMPANY..........................     7\n\nARTICLE 6.          TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL................     7\n\nARTICLE 7.          ANNUAL CAPITAL RETURN............................................    12\n\nARTICLE 8.          RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES..................    12\n\nARTICLE 9.          BOARD OF DIRECTORS...............................................    15\n\nARTICLE 10.         MANAGEMENT ORGANIZATION..........................................    18\n\nARTICLE 11.         SITE.............................................................    18\n\nARTICLE 12.         SALE OF ELECTRICITY..............................................    19\n\nARTICLE 13.         CONSTRUCTION.....................................................    19\n\nARTICLE 14.         OPERATION AND MAINTENANCE OF THE POWER PLANT.....................    19\n\nARTICLE 15.         LABOR MANAGEMENT.................................................    20\n\nARTICLE 16.         FINANCIAL AFFAIRS AND ACCOUNTING.................................    20\n\nARTICLE 17.         TAXATION AND INSURANCE...........................................    23\n\nARTICLE 18.         JOINT VENTURE TERM...............................................    24\n\nARTICLE 20.         TERMINATION AND LIQUIDATION......................................    24\n\nARTICLE 21.         FORCE MAJEURE....................................................    26\n\nARTICLE 22.         SETTLEMENT OF DISPUTES...........................................    28\n\nARTICLE 23.         APPLICABLE LAW...................................................    29\n\nARTICLE 24.         MISCELLANEOUS PROVISIONS.........................................    30\n\n\nAPPENDIX 1.  THE PROJECTED RETURN ON EQUITY PRINCIPAL OF THE PARTIES OVER THE YEARS..    33\n\n\n\n\n\n\n                       COOPERATIVE JOINT VENTURE CONTRACT\n\n\nARTICLE 1.        GENERAL PROVISIONS\n\nThis Contract is made in Hefei city,  Anhui province,  the People's  Republic of\nChina on this 18th day of March,  1996 by and among Anhui Liyuan  Electric Power\nDevelopment Company Ltd. (hereinafter referred to as Party 'A'), Hefei Municipal\nConstruction and Investment Company  (hereinafter  referred to as Party 'B') and\nAES Anhui Power  Company  Ltd.(hereinafter  referred  to as Party 'C').  Each of\nParty A, Party B and Party C shall hereinafter  individually be referred to as a\n'Party' and collectively as the 'Parties'.\n\nAfter  friendly  consultations  conducted in accordance  with the  principles of\nequality  and  mutual  benefit,  the  Parties  have  agreed to  establish  Anhui\nLiyuan-AES   Power  Company  Ltd.,  a  cooperative   joint  venture   enterprise\n(hereinafter  referred to as the  'Company') in  accordance  with the law of the\nPeople's Republic of China on Sino-Foreign Cooperative Joint Venture Enterprises\n(hereinafter  referred to as the  'Cooperative  Joint Venture Law'),  the Law of\nCorporation  of  the  People's  Republic  of  China,  other  relevant  laws  and\nregulations,  and the  provisions of this Contract.  Therefore,  the creation of\nthis Contract.\n\n\nARTICLE 2.        DEFINITIONS\n\n2.01      Definitions\n\nFor purposes of this Joint Venture  Contract,  the  capitalized  terms set forth\nbelow shall have the following corresponding meanings:\n\n\n1)   'CONTRACT'   means  the   cooperative   joint  venture   contract  for  the\n     establishment and operation of the Hefei Zhongli Energy Company Ltd..\n\n2)   'ARTICLES OF  ASSOCIATION'  means the  Company's  Articles of  Association,\n     signed by the Parities,  approved by the  Company's  Board of Directors and\n     the examining and approving  authority,  as amended when necessary with the\n     approval from the Board of Directors.\n\n3)   'COMPANY'  means the Hefei  Zhongli  Energy  Company  Ltd., a  Sino-foreign\n     cooperative joint venture enterprise established by the Parties pursuant to\n     this Contract.\n\n4)   'BUSINESS  LICENSE' means the business license issued to the Company by the\n     local branch of the State Administration for Industry and Commence.\n\n5)   'JOINT  VENTURE  TERM'  means the term of the Joint  Venture  as defined in\n     Article 18 of this Contract.\n\n6)   'BOARD' or 'BOARD OF DIRECTORS' means the highest  authority of the Company\n     established  in accordance  with the  provisions  set forth in Article 9 of\n     this Contract.\n\n7)   'CHAIRMAN'  or 'CHAIRMAN OF THE BOARD OF  DIRECTORS'  means the Chairman of\n     the Company's Board of Directors  appointed in accordance with Article 9 of\n     this Contract.\n\n8)   'VICE-CHAIRMAN'  means  vice-chairman  of the Company's  Board of Directors\n     appointed in accordance with Article 9 of this Contract.\n\n9)   'DIRECTOR(S)' means member(s) of the Company's Board of Directors appointed\n     in accordance with Article 9 of this Contract.\n\n10)  'GENERAL  MANAGER'  means the General  Manager of the Company  appointed in\n     accordance with Article 10 of this Contract.\n\n11)  'DEPUTY GENERAL  MANAGER(S)' means the Deputy General Manager(s)  appointed\n     in accordance with Article 10 of this Contract.\n\n12)  'POWER  PLANT' means the entire  facility and later  extension  hereto of a\n     50MW  class  gas-steam  combined  cycle  generating  set  and  its  control\n     equipment and all common services,  ancillary  equipment,  facility and the\n     site.\n\n13)  'SITE' means the land in Hefei City,  Anhui Province,  China upon which the\n     Company's  Power Plant facility and all required  auxiliary  facilities are\n     located.\n\n14)  'COMMENCEMENT  OF OPERATION'  means the date of  commencement of commercial\n     operation  of the Power  Plant as  defined  in the  Operation  and  Offtake\n     Contract  executed  between the Company and the Anhui  Provincial  Electric\n     Power Company.\n\n15)  'EPC CONTRACT' means the fixed price, fixed schedule, fixed scope and fixed\n     quality construction contract for the design, construction,  completion and\n     commissioning of the Power Plant.\n\n16)  'INTERCONNECTION  AGREEMENT' means the  interconnection  agreement  entered\n     into by and between the Company  and the Anhui  Provincial  Electric  Power\n     Company.\n\n17)  'DESPATCH  AGREEMENT' means the electric power despatch  agreement  entered\n     into between the company and the Anhui Provincial Electric Power Company.\n\n18)  'OPERATION  AND OFFTAKE  CONTRACT'  means the long-term  electricity  sales\n     contract  entered  into  between  the Company  and Anhui  Provincial  Power\n     Company which is entrusted by the former to operation,  maintenance, repair\n     and management of the Power Plant.\n\n19)  'BANK  SUPERVISION  AGREEMENT'  means an agreement  between the Company and\n     bank within  China for  supervising  each Party's  distributable  profit as\n     defined in Article 16.06\n\n20)  'LOAN CONTRACTS' means contracts to be entered into and between the Company\n     and domestic financial  institutions and the overseas institutions arranged\n     by Party C to provide loans to the Company in accordance  with Article 6.03\n     hereof.\n\n21)  'EXAMINING AND APPROVING AUTHORITY' means the Ministry of Foreign Trade and\n     Economic  Cooperation  of the People's  Republic of China or its authorized\n     organization.\n\n22)  'AFFILIATE'  means  any  company  through  ownership  of  voting  stock  or\n     otherwise,  directly or  indirectly,  controlling or controlled by a Party,\n     the term 'control'  being used in the sense of power to elect  directors or\n     to direct the operation and management of a company.\n\n23)  'OWNER'S  ENGINEER'  means a qualified  engineering  firm  appointed by the\n     Company to supervise the execution of the work contracted for under the EPC\n     Contract.\n\n24)  'THIRD  PARTY'  means any party or parties  other than the  Parties to this\n     Contract.\n\n25)  'CHINA' means the People's Republic of China\n\n26)  'RMB' means the lawful currency of the People's Republic of China.\n\n27)  'USD' or 'US$' means the lawful currency of the United States of America.\n\n\nARTICLE 3.        PARTIES TO THIS CONTRACT\n\n3.01     The Parties to this Contract are:\n\n         (a) Party A, Anhui Liyuan Electric Power Development Company Limited, a\n         state-owned  enterprise,  set up in  accordance  with  Chinese  law and\n         registered in Anhui province, China, with its legal address at:\n         No. 415 Wuhu Road, Hefei, Anhui Province, China.\n\n                  Legal Representative of Party A:\n\n                  Name:                     Cheng Guangjie\n                  Position:                 Chairman\n                  Nationality:              Chinese\n\n         (b) Party B, Hefei Municipal  Construction  and Investment  Company,  a\n         state-owned  enterprise,  set up in  accordance  with  Chinese  law and\n         registered in Hefei City, Anhui Province, China, with its legal address\n         at: No. 186 Suzhou Road, Hefei, Anhui Province, China.\n\n                  Legal Representative of Party B:\n\n                  Name:                     Shen Dequan\n                  Position:                 General manager.\n                  Nationality:              Chinese\n\n         (c) Party C, AES Anhui  Power  Company  Ltd,  a company  registered  in\n         British  Virgin  Islands with its legal address at: 9\/F allied  Capital\n         Resources Building, 32-38 Ice House Street, Central, Hong Kong\n\n                  Legal Representative of Party C:\n\n                  Name:                     Paul T. Hanrahan\n                  Position:                 President\n                  Nationality:              U.S.A.\n\n\nARTICLE 4.        ESTABLISHMENT OF THE COMPANY\n\n4.01     Establishment Of The Company\n\n         The Parties  hereby agree to establish the Company in  accordance  with\n         the Sino-Foreign Cooperative Joint Venture Law, the Corporation Law and\n         other relevant laws and  regulations of the People's  Republic of China\n         and with the provisions of this Contract.\n\n4.02     Name and Address of the Company\n\n         (a) The Chinese name of the Company shall be '[Chinese text]',  and its\n         English name is 'Hefie zhongli Energy Company Ltd.'\n\n         (b) The legal  address  of the  Company  shall be:  No.  415 Wuhu Road,\n         Hefei, Anhui Province, China\n\n4.03     Form of Organization of the Company\n\n         The form of  organization  of the Company shall be a limited  liability\n         Company.  Creditors of the Company  shall have  recourse  solely to the\n         assets of the Company and not to the assets of the individual  Parties.\n         Expect as otherwise provided herein,  once a Party has paid in full its\n         contribution to the registered capital of the company and to provide or\n         arrange  loans in  accordance  with  this  Contract,  it  shall  not be\n         required to provide any further funds to or on behalf of the Company by\n         way of capital contribution, loan, advance, guarantee or otherwise. The\n         Company  shall  indemnify  the Parties  against any losses,  damages or\n         liabilities   in  respect  of  any  third  party  arising  out  of  the\n         department,  construction  and  operation  of the  Power  Plant and the\n         operation of the Company. Subject to the aforementioned  responsibility\n         limitations,  all Parties to this Contract shall share risks and losses\n         incurred by the Company  within the limits of its  respective  share in\n         registered capital contribution.\n\n4.04     Laws and Decrees\n\n         The Company is an economic entity  established  pursuant to the laws of\n         the People's  Republic of China. The Company has the legal status of an\n         independent legal person. The business  activities of the Company shall\n         be governed and protected by the laws,  decrees and relevant  rules and\n         regulations of China.\n\nARTICLE 5.        PURPOSE, SCOPE AND SCALE OF THE COMPANY\n\n5.01     Purpose of the Company\n\n         The Company's  purpose is to build, own and operate the Power Plant, to\n         sell  electric  power to the grid and to achieve a projected  return on\n         investment for the Parties.\n\n5.02     Operation Scope of the Company\n\n         The operation scope of the Company is to generate electricity,  to sell\n         it to the grid and to take charge of repair and maintenance services of\n         the Power Plant.\n\n5.03     Construction Scale\n\n         The Company shall  construct  1x50 MW Class  gas-steam  combined  cycle\n         generating facility and its auxiliary facilities.\n\nARTICLE 6.        TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL\n\n6.01     Total Investment\n\n         The total  amount of  investment  required by the Company is  presently\n         estimated  to be  US$29.98  million.  Any  increase  in the  registered\n         capital must be first agreed to by the Parties and unanimously approved\n         by the  Board of  Directors  before  being  submitted  to the  relevant\n         authorized Examination and Approval Authority for approval. Increase in\n         registered  capital will be met by the Parties in  proportion  to their\n         existing interest in the Company's registered capital.\n\n6.02     Registered Capital\n\n         The total registered capital of the Company shall be US$15 million.\n\n6.03     Financing\n\n         The  financing  for the balance  between the total  investment  and the\n         registered   capital   shall  be  arranged  by  Party  A  and  Party  C\n         respectively.  Party C shall undertake financing  responsibility of not\n         exceeding  the  maximum  amount  of US$8  million.  All the rest of the\n         financing  needed by the  Project  shall be raised by Party A. The term\n         and  conditions  for  financing  shall be provided for in detail in the\n         loan contract.\n\n6.04     Contributions of Registered Capital\n\n         (a) Party A's Contribution to the Registered Capital: Party A agrees to\n         contribute  an  amount  of  RMB  equivalent  to  US$3  million  to  the\n         registered   capital  of  the  Company  which  represents  30%  of  the\n         registered capital of the Company.  The value of Party A's contribution\n         in RMB shall be calculated at the medium price of the USD\/RMB  exchange\n         rate as  announced  by the  People's  Bank of  China  on the  date  the\n         contribution is made.\n\n         (b) Party B's Contribution to the Registered Capital: Party B agrees to\n         contribute  an  amount  of RMB  equivalent  to  US$1.5  million  to the\n         registered   capital  of  the  Company  which  represents  10%  of  the\n         registered capital of the Company.  The value of Party B's contribution\n         in RMB shall be calculated at the medium price of the USD\/RMB  exchange\n         rate as  announced  by the  People's  Bank of  China  on the  date  the\n         contribution is made.\n\n         (c) Party C's Contribution to the Registered Capital: Party C agrees to\n         contributed an amount of US$10.5  million to the registered  capital of\n         the  Company  which  represents  70% of the  registered  capital of the\n         Company.\n\n6.05     Payment of Registered Capital and Conditions Precedent Thereto\n\n         Each  Party  agrees to make  their  first  contribution  of  registered\n         capital to the  Company  which  shall not be less than 15% of the total\n         amount of their respective  portions of registered capital share within\n         thirty (30) days after satisfaction of the conditions  precedent listed\n         below. The second registered  capital  contribution  (namely 85% of the\n         total registered  capital) shall be made in full several times within a\n         year after  obtaining  the copy of the  business  license.  The Parties\n         agree to hold a meeting of the Board of  Directors  as soon as possible\n         after  receiving  the  Business  License of the  Company to execute the\n         Contracts  listed in Article 4 and decide on a schedule for the balance\n         of the registered  capital in accordance with relevant  regulations and\n         construction needs.\n\n         Conditions precedent to payment of registered capital are:\n\n         (a) The company and the Project has  obtained  all  necessary  relevant\n         government approvals.\n\n         (b)  Issuance of  Approval by the  examining  and  approving  authority\n         approving this Contract and Articles of Association of the Company.\n\n         (c) Issuance of a duplicate of the  Company's  Business  License by the\n         local branch of the State  Administration  for Industry and commence of\n         China;\n\n         (d) Local  Exchange  Control  Bureau's  agreement  to issuing a support\n         letter to arrange  the  conversion  of RMB into  foreign  currency on a\n         priority  basis  and to  approval  of the  Company  access  to  foreign\n         exchange trading centre to convert foreign currencies so as to meet the\n         Company's needs for foreign currency.\n\n         (e) Execution and approval of the Operation and Offtake  Contract,  the\n         Loan Contracts,  the EPC Contract, the Bank Supervision Agreement,  the\n         Interconnection  Agreement, the Dispatch Agreement and other agreements\n         related to this  Contract.  The  approval  shall be  obtained  from all\n         Chinese Government authorizes required to approve these contracts.\n\n         (f)  Opening a bank  account  with a  relevant  bank in the name of the\n         company;\n\n         (g)  Anhui  Provincial  Pricing  Bureau,  pursuant  to  relevant  state\n         policies,  has granted its approval to the estimated initial tariff and\n         the  principle of the tariff  adjustment as stipulated in the Operation\n         and Offtake Contract. This principle, once approved, shall be valid for\n         the entire term of this Contract unanimously.\n\n         (h) The Company has obtained relevant  certificate to lawful use of the\n         Site in accordance with the provisions of the laws of China.\n\n         (i) The  support  letter in respect  of the  Company  and this  project\n         issued by Anhui Provincial government.\n\n         (j)  Obtaining  a legal  opinion  from  attorney to the effect that the\n         Company has obtained all required  approvals and that all the Contracts\n         listed in Article 6.05(e) are legal, effective and enforceable.\n\n         (k) Approval by each Party's Board of Directors  authorizing each Party\n         to execute this Contract.\n\n         Each of the Parties shall be satisfied the conditions precedent. In the\n         event any of the  conditions  have not been met  ninety  days after the\n         Company has been issued the  Business  License,  and the Parties do not\n         agree in writing to waive such conditions  precedent or extend the time\n         for their fulfillment, any Party shall have the right to terminate this\n         Contract, should any Party terminate this Contract, no Party shall have\n         the right to require  that party to made  further  contribution  to the\n         registered  capital  nor shall  any  Party  have the right to claim any\n         damage from that party.\n\n         If  within  thirty  (30)  days  after  satisfaction  of the  conditions\n         precedent,  any Party has not made its  contribution  to the registered\n         capital  of  the  company,  or  fails  to  make  its  contributions  in\n         accordance  with the schedule  approved by the Board of Directors,  the\n         party or  Parties  failing to make such  contribution  shall be changed\n         with a penalty  equal to 0.05% of the  delinquent  part of payment on a\n         daily basis, from the date of the scheduled contribution until the date\n         of  the  actual  contribution,  and  shall  be in  default  under  this\n         contract.\n\n6.06     Drawdown of Loans\n\n         The Loans shall be deposited on time to the bank account of the Company\n         in  accordance  with the  financial  arrangements  of the  construction\n         schedule.  The  specific  dates  shall  be set in the  Loan  Contracts.\n         Failure to make  payments on time shall be treated in  accordance  with\n         the provisions of the Loan Contracts.\n\n         In case of financing  requirement,  the Company establish a RMB reserve\n         account so as to ensure the repayment of loans.\n\n6.07     Investment Certificate\n\n         After  any Party has made its  contribution  in full to the  registered\n         capital,  an  accounting  firm  registered  in China  shall  verify the\n         contribution and issue a contribution  verification report.  Thereupon,\n         an investment  certificate  signed by the Chairman and Vice-Chairman of\n         the Board shall be issued to such Party by the Company.\n\n6.08     Assignment and security of Registered Capital and Ownership Interest\n\n         (a) Approval of the Board of Directors and Right of First Refusal:  Any\n         Party to this  Contract may assign,  sell or otherwise  transfer all or\n         part  of its  ownership  interest  in the  Company  (such  Party  being\n         hereinafter referred to as 'the Transferring Party') to any Third Party\n         (hereinafter  referred to as 'the Transferee'),  provided such transfer\n         gets a unanimous approval from the Board of Directors.  Meanwhile, such\n         transfer  will be allowed  provided  the other  Parties have a right of\n         first refusal to purchase the  ownership  interest in the Company being\n         transferred  under the same terms and  conditions  agreed  between  the\n         Transferring  Party and the Transferee.  The  Transferring  Party shall\n         notify the other parties in writing of the terms and  conditions of the\n         transfer.  If the other  Parties do not  exercise  their right of first\n         refusal within thirty (30) days after receipt of such notice, they will\n         be deemed to have consented to the transfer. The Transferring Party may\n         then  transfer  its  ownership  interest  in the Company  provided  the\n         Transferee  executes  a  document  by which it  becomes a Party to this\n         Contract and expressly  assumes the  Transferring  party's  obligations\n         herein.\n\n         The requirement for unanimous approval by the Board of Directors do not\n         apply if a Party is  assigning  its  rights to  distributions  from the\n         Company as  security  to obtain  loans for itself or an  affiliate  nor\n         shall the Company take any collateral responsibility for it. If a Party\n         is assigning,  selling or otherwise transferring all or any part of its\n         rights,  title and  ownership  interest in the Company to an Affiliate,\n         the right of first refusal shall not apply.\n\n         (b) Government Approval:  The sale or assignment shall become effective\n         only after the approval in received.  Upon receipt of the approval from\n         such Examining and Approving Authority,  the Company shall register the\n         change in ownership  with the local branch of the state  Administration\n         for Industry and Commence.\n\n         (c) Subject to the connect of Creditors and after going through China's\n         applicable legal proceedings,  the Parties agree to mortgage and pledge\n         the Company's  assets and ownership rights of the Contract to Creditors\n         in Accordance with financing requirements in order to obtain loans.\n\n6.09     Increase of Registered Capital\n\n         Any increase in the  registered  capital must be first agreed to by the\n         Parties and unanimously approval by the Board of Directors before being\n         submitted to the original  Examining  and  Approving  Authority of this\n         Contract for approval.  In principle,  increases in registered  capital\n         will  be met by the  Parties  in  proportion  to  their  then  existing\n         ownership interest in the Company's  registered capital.  Upon approval\n         by such Examining and Approving  Authority,  the Company shall register\n         the increase in  registered  capital with the local branch of the State\n         Administration for Industry and Commence.\n\n6.10     Failure to Make Registered Capital Contributions\n\n         In  the  event  any  Party  fails  to  make  its   registered   capital\n         contribution  or any  portion  thereof as  provided  herein or fails to\n         provide its share of any increase in the Company's  registered  capital\n         as  described  in Article  6.09  above,  then in  addition to any other\n         rights the Company may have against the  defaulting  Party as described\n         in Article 6.05, the Company shall offer such  unsubscribed  portion of\n         registered  capital to the non-defaulting  Parties.  The non-defaulting\n         Parties will be offered the unpaid portion of the  defaulting  Party in\n         proportion to each Party's registered capital contribution. Such change\n         in each Party's  investment ratio and transfer in ownership interest of\n         registered  capital as described in this paragraph  shall be subject to\n         the approval of the Examining and Approving Authority of this contract.\n\n\nARTICLE 7.        ANNUAL CAPITAL RETURN\n\n7.01 The  investment  return rate for the Parties is  calculated on the basis of\nthe Power Plant operating at full load with an annual equivalent  operation hour\nof [***] hours. After all taxes and contributions to required funds according to\nrelevant  regulations are paid, the USD financial internal Return Rate (FIRR) on\nequity for the Parties shall be [***].  Based on an annual  equivalent full load\noperation hour of [***] hours and an FIRR of [***],  the annual capital  returns\nof the Parties calculated in USD are calculated and listed in Appendix 1.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n7.02 In the  event  that the  annual  equivalent  full load of  operating  hours\nexceeds  [***]  hours,  the  exceed  net  profit  will be met by the  Parties in\nproportion to their existing interest in the Company's registered capital.\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n\n\nARTICLE 8.        RESPONSIBILITIES AND OBLIGATIONS OF THE PARTIES\n\n8.01     Responsibilities and Obligations of Party A\n\n         In addition to other  obligations  under this  Contract,  Party A shall\n         have the following responsibilities:\n\n         (a) Be responsible for obtaining all necessary  approvals,  permits and\n         licenses for the  establishment  of the Company and have the obligation\n         to use its best efforts to obtain all  necessary  approvals and permits\n         for the ongoing operation of the Company,  including but not limited to\n         assisting  the  Company in  obtaining  approval  from Anhui  Provincial\n         Pricing Bureau in connection with the estimated  initial tariff and the\n         principle of tariff  adjustment  as  stipulated  in the  Operation  and\n         Offtake Contract;\n\n         (b)  Assist  the   Company  in   conducting   negotiations   with  land\n         administration  authority and other  relevant  government  authority in\n         connection  with the  Company's  use of the site and assist in handling\n         all necessary formalities so as to ensure the Company's use of the site\n         in  accordance  with its scope of  business  during  the  entire  joint\n         venture term (including the extension of the term thereafter);\n\n         (c)  Assist  the  Company  in  obtaining  all  infrastructure   needed,\n         including external water supply,  power supply,  fuel,  transportation,\n         communications  and  other  services  on the most  favorable  terms and\n         conditions available;\n\n         (d) Assist the Company in applying for  preferential  tax treatment and\n         other  investment   incentives  available  under  applicable  laws  and\n         regulations;  (e) Assist the Company in obtaining  necessary  approvals\n         for  importing raw  materials  and  machinery  equipment,  in importing\n         machinery equipment, fuel, materials,  supplies and office equipment on\n         preferential  terms,  in procuring  import  licenses,  in  facilitating\n         customs  formalities  and in arranging for  transportation  of imported\n         equipment and materials between Chinese ports and the site;\n\n         (f) Assist the  Company's  expatriates  to obtain all  necessary  entry\n         visas and work permits;\n\n         (g)  Assist  the  Company  in opening  RMB and  foreign  currency  bank\n         accounts as well as loan reserve account;  assist the Company to obtain\n         necessary  approvals to utilize various methods permitted under Chinese\n         laws to balance its foreign  exchange  as needed,  including  assisting\n         Party C to convert its capital  returns into US dollars for  remittance\n         overseas;\n\n         (h) Arrange financings for the Company pursuant to relevant  provisions\n         of this  Contract and assist the Company in obtaining  working  capital\n         loans in business operation;\n\n         (i) Be responsible for drafting  feasibility  study report of the Power\n         Plant, submitting necessary engineering and technical documents for the\n         proposal and examination and approval of the project;\n\n         (j)  Facilitate  the execution of the  Operation  and Offtake  Contract\n         between the Anhui  Provincial  Electric  Power Company and the Company,\n         ensure to purchase yearly minimum  Offtake  electricity and ensure safe\n         and stable  generation  of  electricity  in  accordance  with  designed\n         capability  during the term of the joint venture and their adherence to\n         the obligations thereunder;\n\n         (k) Handle other reasonable  matters entrusted from time to time by the\n         Company.\n\n8.02     Responsibilities and Obligations of Party B\n\n         In addition to its other obligations under this Contract, Party B shall\n         have the following responsibilities.\n\n         (a) Be responsible for obtaining all necessary  approvals,  permits and\n         licenses for the  establishment  of the Company and have the obligation\n         to use its best efforts to obtain all  necessary  approvals and permits\n         for the ongoing operation of the Company,  including but not limited to\n         assisting  the  Company in  obtaining  approval  from Anhui  Provincial\n         Pricing Bureau in connection with the estimated  initial tariff and the\n         principle of tariff  adjustment  as  stipulated  in the  Operation  and\n         Offtake Contract;\n\n         (b)  Assist  the   Company  in   conducting   negotiations   with  land\n         administration  authority and other  relevant  government  authority in\n         connection  with the  Company's  use of the Site and assist in handling\n         all necessary formalities so as to ensure the Company's use of the Site\n         in  accordance  with its scope of  business  during  the  entire  joint\n         venture term (including the extension of the term thereafter);\n\n         (c)  Assist  the  Company  in  obtaining  all  infrastructure   needed,\n         including external water supply,  power supply,  fuel,  transportation,\n         communications  and  other  services  on the most  favorable  terms and\n         conditions available;\n\n         (d) Assist the Company in applying for  preferential  tax treatment and\n         other  investment   incentives  available  under  applicable  laws  and\n         regulations;\n\n         (e) Assist the Company in obtaining  necessary  approvals for importing\n         raw  materials  and  machinery   equipment,   in  importing   machinery\n         equipment,   fuel,   materials,   supplies  and  office   equipment  on\n         preferential  terms,  in procuring  import  licenses,  in  facilitating\n         customs  formalities  and in arranging for  transportation  of imported\n         equipment and materials between Chinese ports and the Site;\n\n         (f) Assist the  Company's  expatriates  to obtain all  necessary  entry\n         visas and work permits;\n\n         (g)  Assist  the  Company  in opening  RMB and  foreign  currency  bank\n         accounts as well as loan reserve account;  assist the Company to obtain\n         necessary  approvals to utilize various methods permitted under Chinese\n         laws to balance its foreign  exchange  as needed,  including  assisting\n         Party C to convert its capital  returns into US dollars for  remittance\n         overseas;\n\n         (h) Assist the Company in obtaining  working  capital loans in business\n         operation;\n\n         (i) Handle other reasonable  matters entrusted from time to time by the\n         Company.\n\n8.03     Responsibilities and Obligations of Party C\n\n         In addition to its other obligations under this Contract, Party C shall\n         have the following responsibilities.\n\n         (a) Assist the Company in purchasing equipment,  supplies and materials\n         inside or outside China to ensure that they are of the proper  quantity\n         and quality;\n\n         (b) Introduce  modern  management  techniques and financial  management\n         expertise to the Company;\n\n         (c) Assist the Company staff and  representatives  in arranging foreign\n         visas  for  overseas   training  as  required  for  the  operation  and\n         management of the Power Plant;\n\n         (d) Assist the Company in recruiting qualified expatriate personnel and\n         international consultants as required by the Company;\n\n         (e) Arrange  financing for the Company pursuant to relevant  provisions\n         hereof;\n\n         (f) Handle other reasonable  matters entrusted from time to time by the\n         Company.\n\n\nARTICLE 9.        BOARD OF DIRECTORS\n\n9.01     Formation of the Board\n\n         (a)  The  Board  of  Directors  shall  be  established  on the  date of\n         registration of the Company.\n\n         (b) The Board  shall  consist  of seven  (7)  Directors  including  the\n         Chairman of the Board,  two (2) of whom shall be  appointed by Party A,\n         one (1) by Party B and four (4) by Party C. At the time  this  Contract\n         is executed and at any time a Director is  appointed  or removed,  each\n         Party shall send  written  notice to the other  Parties of the names of\n         its appointed or removed Directors.\n\n         (c) In general,  each  Director  shall be appointed for a term of three\n         (3)  years  and may  serve  consecutive  terms  if  reappointed  by the\n         original appointing Party. Each Director shall serve and may be removed\n         by the Party  who  appointed  that  Director.  In the event a  Director\n         vacates the Board through retirement,  resignation, illness, disability\n         or  death,  or in the  event a  Director  is  removed  by the  original\n         appointing  Party that Party may appoint a  successor  to serve out the\n         departing Director's remaining term.\n\n         (d) Directors will serve without remuneration, but all reasonable costs\n         incurred by the Directors in  performance of their duties as members of\n         the Board will be borne by the Company.\n\n         (e) Each Director may concurrently be appointed by the Board as General\n         Manager or Deputy General  Manager.  When a Director is  concurrently a\n         managerial  staff  of the  Company,  he may only  carry  on  day-to-day\n         managerial  activities  of the  company  in  the  capacity  of  General\n         Manager,  Deputy  General  Manager,  and may not  exercise his director\n         functions in dealing with day-to-day managerial activities.\n\n         (f) The  Chairman of the Board shall be  appointed by Party A. He shall\n         be the legal  representative  of the  Company,  and will  exercise  his\n         authority  within the limits  prescribe by the Board and in  compliance\n         with the  Sino-Foreign  Cooperative  Enterprise  Law and its  Rules for\n         Implementation  and the Corporation Law of P.R. China. He may not under\n         any circumstance  contractually  bind the Company or otherwise take any\n         action on behalf of the Company  without  prior  approval of the Board.\n         Whenever he is unable to perform his  responsibilities  for any reason,\n         one Vice Chairman may be designated by him or the Board to  temporarily\n         assume his duties until he is able to resume his duties.\n\n         (g) There shall be two Vice Chairmen,  one appointed by Party B and the\n         other appointed by Party C.\n\n         (h) The Company  hereby  indemnifies  each Director  against any claims\n         arising  from that  Director's  action in his capacity as a Director of\n         the Company, except for such acts in violation of criminal laws.\n\n9.02     Power of the Board.\n\n         (a) The  Board of  Directors  shall  be the  highest  authority  of the\n         Company;\n\n         (b) Resolutions  involving the following matters may only be adopted at\n         a duly  constituted  and convened  meeting of the Board  whereupon such\n         resolution  receives the unanimous  affirmative  vote of each and every\n         Director of the Board voting in person or by proxy at such meeting;\n\n              (i)  Amendment  of the Joint  Venture  Contract  and  Articles  of\n              Association;\n\n              (ii)Merger   and   integration   of  the  Company   with   another\n              organization, or establishment of subsidiaries of the Company;\n\n              (iii)Dissolution of the Company;\n\n              (iv)Any  increase  or transfer  of the  registered  capital of the\n              Company;\n\n              (v)Execution, supplement, modification,  termination, substitution\n              or   assignment   by  the  Company  of  any  credit  or  financing\n              agreements,   any  Operation  and  Offtake  Contract,   and  major\n              construction contract or material contract;\n\n              (vi)Additional  capital  requirement  or financing  amounts  above\n              total investment amounts as set forth in Article 6.01;\n\n              (vii)Appointment of General Manager and Deputy General Managers of\n              the Company;\n\n         (c) All other  issues  that  require a  resolution  by the Board may be\n         raised at a duly convened meeting of the Board. Such resolution must be\n         adopted by the  affirmative  vote of a 2\/3 of the Directors  present at\n         such meeting in person or by proxy;\n\n         (d) Any  matter to be  decided  by the Board may be  decided  without a\n         meeting  if all  Directors  consent in  writing  to such  matter.  Such\n         written   consent  shall  be  filed  with  the  minutes  of  the  Board\n         proceedings  and shall have the same  force and  effect as a  unanimous\n         vote taken by the Directors physically present.\n\n9.03     Meetings\n\n         (a) Annual Meetings:  The first meeting of the Board of Directors shall\n         be held  within  thirty (30) days from the date the Company is issued a\n         Business License pursuant to this Contract. Thereafter, the Board shall\n         meet at least once every year. Meetings shall be held at the registered\n         address of the  Company or such other  address in China or abroad as is\n         designated  by the  Board.  The  Chairman  of the  Board  shall set the\n         meeting's  agenda  after  consultation  with the Vice  Chairmen  of the\n         Board. The Chairman is responsible for convening and presiding over all\n         Board meetings.\n\n         (b) Proxy:  Meeting may be attended by Directors in person or by proxy.\n         If a Director is unable to participate in a Board meeting, he may issue\n         a proxy and entrust a  representative  to participate in the meeting on\n         his behalf.  The  representative so entrusted shall have the rights and\n         powers as stated in the proxy.\n\n         (c)  Interim  Meetings:  Interim  meetings  of the  Board  may be  held\n         provided three (3) or more of the Directors submit written requests for\n         such meetings  specifying  the matters to be  discussed.  Within thirty\n         (30) days upon  receipt of such  written  notice,  the  Chairman  shall\n         convene an interim  meeting of the Board.  If the Chairman is unable to\n         participate  in an interim  meeting,  in his absence the Vice  Chairman\n         taking his place shall  decide on the time and location of such interim\n         meetings.\n\n         (d)  Quorum:  Five (5)  Directors  present in person or by proxy  shall\n         constitute  a quorum  necessary  for the  conduct  of  business  at any\n         meeting of the Board. If at any properly convened meeting, no quorum is\n         constituted  because less than five (5) Directors are present in person\n         or by proxy, then the meeting shall be canceled,  the Chairman may call\n         another meeting with seven (7) days' notice. Any Director absent from a\n         meeting without giving a reason therefor and without having appointed a\n         proxy shall be considered to have abstained  from voting.  Resolutions,\n         except those concerning the issues prescribed in Article 9.02(b), shall\n         be valid if passed by a majority of the Directors present.\n\n         (e) Notice of Meeting:  The notice of a Board  meeting shall be sent to\n         all  directors  ten (10) days in  advance of each  meeting.  The notice\n         shall state the time,  venue and main agenda of the meeting,  including\n         relevant documents and information.\n\n         (f) Minutes:  The Board will cause  complete  and  accurate  summary of\n         minutes  (in  both  English  and  Chinese)  to be kept of all  meetings\n         (including  a  copy  of the  notice  of the  meeting)  and of  business\n         transacted at such meetings. Minutes of all meetings of the Board shall\n         be distributed  to all the Directors as soon as practicable  after each\n         meeting but not later than ten (10) days from the date of such meeting.\n         Any  director who wishes to propose any  amendment or addition  thereto\n         shall submit the same in writing to the Chairman and the Vice  Chairmen\n         within one (1) week after receipt of the proposed minutes.  The minutes\n         shall be finalized  by the  Chairman  and Vice  Chairman not later than\n         thirty  (30) days  after the  relevant  meeting  and  signed by all the\n         directors within one (1) week after receipt of the final minutes.\n\n\nARTICLE 10.       MANAGEMENT ORGANIZATION\n\n10.01    Management Organization;\n\n         The Company shall adopt a general manager  responsibility  system under\n         the leadership of the Board of Directors.  The Company management shall\n         include a General Manager and two Deputy General Managers.  The General\n         Manager  shall  be  nominated  by  Party C and  each of the two  Deputy\n         General Managers nominated  respectively by Party A and Party B and the\n         Board of Directors needs to unanimously  approve the appointment of the\n         General Manager and the two Deputy General Managers for a term of three\n         (3) years.  The General Manager and the Deputy General  Managers may be\n         removed  only by a majority  resolution  of the Board.  If the  General\n         Manager  or the  Deputy  General  Manager is removed by Board or if his\n         term of office  expires a successor  shall be nominated by the original\n         nominating Party for approval by the Board of Directors.\n\n10.02    Responsibilities and Power of the General Manager\n\n         The General  Manager shall at all times be  responsible to the Board of\n         Directors and shall carry out all matters  entrusted by the Board.  The\n         General  Manager  shall be in charge of the  financial  affairs and the\n         day-to-day  operation  and  management  of the Company.  And the Deputy\n         General  Managers  shall  assist the General  Manager in his work.  The\n         General Manager and the Deputy General Managers shall meet regularly to\n         deal with important issues arising from the operation and management of\n         the Company.\n\n\nARTICLE 11.       SITE\n\n11.01    Site\n\n         The area of the  Site  for the  Power  Plant  is  approximately  80 MU.\n         Details  regarding  the Site are set forth in the  Project  Feasibility\n         Study Report.\n\n         The use of the Site shall include full access to all  necessary  public\n         roads in the vicinity, so that the Company staff and relevant personnel\n         of parties concerned may have full access to the Site, which shall also\n         include  the  right  to  use  external   connecting  points  to  public\n         utilities.\n\n         Party A and Party B are duty bound to assist the  Company in  obtaining\n         the  lawful  land use  right of the Site  during  the term of the Joint\n         Venture  Contract so as to conform with the  requirement of Chinese law\n         and to ensure the construction and normal operation of the Power Plant.\n\n\nARTICLE 12.       SALE OF ELECTRICITY\n\n12.01    Sale of Electricity\n\n         The sale of  electricity  generated  by the Power  Plant  shall be made\n         pursuant to the  Operation  and Offtake  Contract  entered  into by and\n         between the Company and the Anhui Provincial Electric Power Company.\n\n12.02    Tariff Determination\n\n         The tariff of the  electricity  generated  by the Power  Plant shall be\n         determined  and  adjusted  in  accordance  with the  provisions  of the\n         Operation and Offtake  Contract entered into by and between the Company\n         and the Anhui Provincial Electric Power Company,  the estimated initial\n         tariff  and the  principle  of tariff  adjustment  are  subject  to the\n         approval of relevant pricing authority.\n\n\nARTICLE 13.       CONSTRUCTION\n\n13.01    Construction Management\n\n         The Company will select an  experienced  Chinese or foreign  company as\n         EPC  contractor  through  public  bidding.  The EPC  Contract  shall be\n         comparable to  internationally  accepted parties in similar projects in\n         the areas of construction  schedules,  quality and others. The detailed\n         clauses  shall be specified  in the EPC  Contract.  The EPC  Contractor\n         shall appoint  designing and  construction  consultants who are rich in\n         constructing and managing  gas-steam  combined cycle generating set and\n         agreed to by the company.\n\n13.02    Owner's Engineer\n\n         The Company  will appoint an owner's  engineer to exercise  supervision\n         and management over the construction of the Power Plant.\n\n\nARTICLE 14.       OPERATION AND MAINTENANCE OF THE POWER PLANT\n\n14.01    Operation and Maintenance\n\n         The Company will enter into an Operation and Offtake  Contract with the\n         Anhui  Provincial  Electric Power Company which will be responsible for\n         the  operation,  maintenance  and  repair  of the  Power  Plant and for\n         providing,  on a long-term  and stable  basis,  fuel whose quality must\n         cater to the operational requirement of the Power Plant.\n\n         The manager of the Power  Plant is  appointed  by the Anhui  Provincial\n         Electric  Power  Company  after  having  consulted  the Company and the\n         appointment shall be submitted to the Board of Directors of the Company\n         for the record.\n\n\nARTICLE 15.       LABOR MANAGEMENT\n\n15.01    Labor Management\n\n         The Company shall be  responsible  for its own labor  management and is\n         responsible for recruitment,  employment, dismissal, resignation, wages\n         and  welfare of its working  personnel  in  accordance  with the 'Label\n         Management  Regulations of the PRC for Foreign Investment  Enterprises'\n         (the  'Labor   Regulations')  and  other  relevant   regulations.   The\n         organization  chart,  qualifications  and number of employees  shall be\n         determined by the Board of Directors in  accordance  with the operating\n         needs of the Company.\n\n\nARTICLE 16.       FINANCIAL AFFAIRS AND ACCOUNTING\n\n16.01    Financial Principles\n\n         (a) The General  Manager of the company  shall be  responsible  for the\n         financial management of the Company.\n\n         (b) The Company  shall  prepare  the  Company's  accounting  system and\n         procedures in accordance  with the  'Accounting  System of the People's\n         Republic  of  China  for  Foreign   Investment   Enterprises'  and  the\n         'Financial  Management  System of the  People's  Republic  of China for\n         Foreign  Investment  Enterprises'.  The Company  shall also conduct its\n         accounting  in   accordance   with  such   internationally   recognized\n         accounting  standards as any foreign lender to the Company may require.\n         The Company shall  practice the accrual system and the debit and credit\n         accounting system. The Company's accounting system and procedures shall\n         be submitted to the Board for approval. Once approved by the Board, the\n         accounting system and procedures shall be filed for the record with the\n         higher  competent  authority and with the relevant local  department of\n         finance and tax authorities.\n\n         (c) The Company shall adopt RMB. as its bookkeeping base currency.\n\n         (d) All accounting records,  vouchers and books of the Company shall be\n         made and kept in  Chinese.  At the request of Party C, some part of the\n         records  and books will be provide to Party C in  English.  All Company\n         accounting statements shall be made and kept in English and Chinese.\n\n16.02    Auditing\n\n         (a) The Company will engage an independent  accounting  firm registered\n         in China as its  auditor  to examine  and  verify the annual  financial\n         report.  Such  accounting firm shall be of  international  standard and\n         shall be  entrusted  by the  Board.  The  Company  shall  submit to the\n         Parties an annual  statement of final  accounts  (including the audited\n         profit and loss  statement  and the balance  sheet for the fiscal year)\n         within  two  (2)  months  after  the  end  of  the  fiscal  year.  Such\n         documentation  will be submitted together with an audit report prepared\n         by the accounting firm registered in China.\n\n         (b) Each Party may, at its own expense,  appoint an  accountant  who is\n         either an accountant  registered  abroad or in China.  On behalf of the\n         Party,  the  independent  accountant may audit the Company's  accounts.\n         Such  accountants  shall be given  reasonable  access to the  Company's\n         financial records and shall keep confidential all documents under their\n         auditing.\n\n         (c) The Company shall present to the Parties balance sheets, profit and\n         loss statements and other  supplementary  information  requested by the\n         Board on a monthly  basis.  Such  information  shall be provided to the\n         Parties both in English and Chinese.\n\n16.03    Bank Accounts and Foreign Exchange Control\n\n         The  Company  shall  open a foreign  exchange  account  and a  Renminbi\n         account at banks within or outside  China;  such bank shall be approved\n         by the State  Administration of Exchange Control. The Company's foreign\n         exchange   transactions   shall  be  handled  in  accordance  with  the\n         regulations of China relating to foreign exchange control.\n\n16.04    Foreign Exchange Balance\n\n         (a) In the event the Company borrows foreign  currency from lenders not\n         located in China,  the Company  shall,  in accordance  with  applicable\n         foreign exchange  regulations of the People's  Republic of China,  open\n         USD cash  accounts at a bank approved by relevant  authorities  for the\n         repayment  of  principal  of and the  payment  of  interest  on foreign\n         currency loans.\n\n         (b) Funds in the Company's  foreign  exchange  account shall be used as\n         determined by the Board of Directors to satisfy foreign  exchange debt,\n         expenses,  remittances  of profit and other  remittances  in accordance\n         with relevant  foreign  exchange  control  regulations  of the People's\n         Republic of China.\n\n         (c) All remittances to Party C due in accordance with the provisions of\n         this  Contract  shall be made to a foreign bank account  designated  by\n         Party C in US  Dollars  or in  accordance  with  the  foreign  exchange\n         control  regulations  of China  and the  commitment  of  local  foreign\n         exchange control authority.  The Company shall pay for the fee incurred\n         in the conversion.\n\n16.05    Fiscal Year\n\n         The Company  shall adopt the calendar  year as its fiscal  year,  which\n         shall begin on January 1 and end on  December 31 of the same year.  The\n         first  fiscal year of the Company  shall  commence on the date when the\n         Company is established and granted a Business License, and shall end on\n         December 31 of the same year.\n\n16.06    Revenues and Their Distribution\n\n         (a) The revenues due to the Company shall be  distributed in accordance\n         with the following priority of payment\n\n              (i)Operation and fuel costs of the Power Plant;\n\n              (ii)Financial expenses (loan interest, exchange loss and financing\n              cost);\n\n              (iii)Cost of the Joint Venture Company,  including  administrative\n              expenses,   insurance   expenses,   fees   payable  to   auditors,\n              consultants and advisors and all other such expenses;\n\n              (iv)Income tax and other taxes;\n\n              (v)Repayment of loan principal;\n\n              (vi)Approved  by the  Board of  Directors  to cover  losses of the\n              previous year;\n\n              (vii)Statutory funds;\n\n              (viii)Distributable profit;\n\n         (b) After the payment of any  applicable  related taxes and fees by the\n         Company,  the  Board  will  determine  the  annual  allocations  to the\n         statutory funds as required by Chinese laws and regulations. The sum of\n         the annual allocations to the statutory funds shall be less than 15% of\n         the after-tax profit of the year under consideration  (unless otherwise\n         required by law).  Any  increase or decrease in the  percentage  to the\n         statutory  funds shall be determined by the Board of Directors,  in the\n         light of annual business operation.\n\n         (c) All distributable  profits shall be distributed pursuant to amounts\n         as specified in Appendix 1 hereto.  In view of the provision of Article\n         20 hereto  that the fixed  assets of the Company  will be  gratuitously\n         owned by Party A and Party B upon the  expiration  of the Joint Venture\n         term, if the  distributable  profit in a certain fiscal year during the\n         Joint Venture term (including the approved  extension  period) fails to\n         reach the  estimated  amount as listed in Appendix 1, the  distribution\n         among the Parties shall be carried out in accordance with the following\n         priorities: (I) Party C (ii) Party A and Party B\n\n         (d)  If  the  company  carries  losses  from  the  previous  year,  the\n         development  and  reserve  funds  (the  amounts  of  drawdown  will  be\n         determined by the Board) from the cumulative statutory funds will first\n         be used to compensate  for the losses in the previous  year, if that is\n         still insufficient, then the profits of the current year shall first be\n         used to cover  the  losses in the  previous  year.  No profit  shall be\n         distributed by the company unless the deficit from the previous year is\n         made up. The profits carried out from previous year and retained by the\n         Company may be distributed  together with the  distributable  profit of\n         the current year.\n\n         (e) Profits shall be  distributed in accordance  with the  distribution\n         plan  formulated in accordance with Appendix 1 of this Contract and the\n         above stipulation,  without the necessity of being unanimously approved\n         by the  Board  of  Directors.  After  having  received  the  applicable\n         approval, the Company may predistribute profits every half a year.\n\n\nARTICLE 17.       TAXATION AND INSURANCE\n\n17.01    Taxes\n\n         (a) The Company and its Chinese and expatriate  employees shall pay tax\n         under the relevant tax laws of China.\n\n         (b) Following  approval of this Contract by the Examining and Approving\n         Authority,  the Company will submit an application for  confirmation of\n         the Company as a technically advanced enterprise in accordance with the\n         'Implementing measures of the Ministry of Foreign Cooperation Trade and\n         Economic  on  the  Confirmation  and  Examination  of  Foreign-Invested\n         commodity Export Enterprises and Technologically  Advanced Enterprises'\n         in order to obtain the most favorable tax rates.\n\n17.02    Insurance\n\n         The  insurance  for the  Company  for  various  kinds of risks shall be\n         purchased from insurance  companies  registered within PRC. The Company\n         shall  undertake  to procure  the types of  insurance  as  required  by\n         overseas creditors which include but are not limited to the following;\n\n         (a) Property All Risks Insurance,  Construction All Risks Insurance and\n         Erection  All  Risks  Insurance   (including  domestic   transportation\n         insurance for  equipment)  before and after the completion of the Power\n         Plant and thereafter in respect of any upgrading or  maintenance  works\n         to the Power Plant;\n\n         (b)  Property  All  Risks  Insurance,  Machinery  Breakdown  Insurance,\n         Business   Interruption   Insurance,   Machinery   Breakdown   Business\n         Interruption  Insurance,  Bodily Injury  Insurance,  Personal  Accident\n         Insurance  and  Additional  Cover for Medical  Expenses  for the period\n         after the completion of the Power Plant; and\n\n         (c) Other  necessary  insurance  coverage  which the Board of Directors\n         decides on.\n\n\nARTICLE 18.       JOINT VENTURE TERM\n\n18.01    Joint Venture Term\n\n         The term of the Joint Venture  established  under this  Contract  shall\n         commence  on the date the  Company is granted a Business  Licensed  and\n         shall terminate  sixteen (16) years  thereafter  (including one year of\n         construction).  The fixed  assets of the Company  will be  gratuitously\n         owned  by  Party  A and  Party  B upon  the  expiration  of  the  Joint\n         Venture.(including  the  expiration  of  the  extended  term  of the JV\n         pursuant to Article 18.02)\n\n18.02    Extensions to the Joint Venture Term\n\n         If it is estimated  six months prior to the  expiration  of the term of\n         this Contract that if the non-fixed assets are liquidated in accordance\n         with Article 20.03 upon  expiration of the term, the Parties can hardly\n         recover all their investments  pursuant to Appendix 1 hereto,  then the\n         directors of the Parties shall  unanimously  agree upon  postponing the\n         Joint  Venture  term  until  the full  recovery  of  investment  by the\n         Parties, and application for approval in respect of extending the Joint\n         Venture term shall be promptly submitted to the Examining and Approving\n         Authority.\n\n\nARTICLE 19.       DEFAULT\n\n19.01    Default\n\n         In the event the Company is unable to continue its operation or achieve\n         the established  objectives  stipulated in this Contract due to failure\n         of a Party to  fulfill  its  obligations  under this  Contract  and its\n         Appendices,   the  non-defaulting  Parties  shall  have  the  right  to\n         terminate  this Contract in  accordance  with Article 20 herein and the\n         liabilities arising from default shall be borne by the defaulting Party\n         as provided for in this Contract and its Articles of  Association.  The\n         defaulting Party shall make the consequent payment arising therefrom to\n         the non-defaulting Parties.\n\n\nARTICLE 20.       TERMINATION AND LIQUIDATION\n\n20.01    Termination\n\n         No Party shall have the right to terminates  this Contract  advanced if\n         the  repayment of the  principal  and payment of interest on loan under\n         the  Loan  Contract  have not  been  completely  paid  off.  After  the\n         completion of the payable period, the Party may terminate this Contract\n         advanced only under the following circumstances.\n\n              (i)The  Parties  unanimously  agree in writing to  terminate  this\n              Contract;\n\n              (ii)A Party  materially  breaches  this  Contract or violates  the\n              Articles of Association, and such breach or violation is not cured\n              within thirty (30) days of written notice to the defaulting  Party\n              by a non-defaulting Party;\n\n              (iii)The  conditions or consequences of Force Majeure as hereafter\n              defined  in  Article 21  significantly  interfere  with the normal\n              functioning of the company for a period in excess of eighteen (18)\n              months and the  Parties are unable to find an  equitable  solution\n              pursuant to Article 21 hereof;\n\n              (iv)The  Operation and Offtake  Contract and other major contracts\n              are terminated;\n\n              (v)The change of law causes  significant  adverse  consequences to\n              the Company or any Party,  while the economic benefits  stipulated\n              in Article 23.02 hereof are not adjusted accordingly.\n\n20.02    Notification Procedure\n\n         Mere  submission  by any  Party of a  notice  indicating  a  desire  to\n         terminate this Contract shall not by itself constitute a termination of\n         this  Contract.  In the event that any Party gives  notice  pursuant to\n         Article  20.01  hereof  of a desire to  terminate  this  Contract,  the\n         Parties  shall,  within a two (2) month  period  after  such  notice is\n         given, conduct negotiations and endeavor to resolve the situation which\n         resulted in the giving of such notice.  In the event that the situation\n         which  resulted  in the  giving  of such  notice  is not cured and that\n         matters are not resolved to the  satisfaction of the Parties within two\n         (2) months of such notice,  the notifying Party may follow the relevant\n         procedures  and laws and apply to the original  Examining and Approving\n         Authority for the  termination of the Contract.  In the event a default\n         is  committed  by a  Party  to  this  Contract  which  results  in  the\n         termination  of this  Contract,  the  defaulting  Party shall bear full\n         responsibility and costs associated with such default.\n\n20.03    Liquidation\n\n         The  Company  shall carry out the  procedures  for  liquidation  of the\n         Company in accordance  with the law of the People's  Republic of China,\n         if this  Contract  is  terminated  earlier  pursuant  to Article  20.01\n         hereof.\n\n         Liquidation Committee:  The Board of Directors shall form a Liquidation\n         Committee,  comprising  two (2) members  appointed  by Party A, one (1)\n         member appointed by Party B and four (4) members  appointed by Party C.\n         The Liquidation  Committee shall conduct a thorough  examination of the\n         assets and liabilities of the Company and develop a liquidation plan in\n         compliance  with this Contract and relevant laws and regulations of the\n         People's  Republic  of China for the  liquidation  of the  Company.  No\n         member of the  Liquidation  Committee  shall have the power to take any\n         action binding on the Liquidation Committee, or the Board of Directors,\n         or the  Company  without the express  authorization  and the  unanimous\n         consent of the entire Liquidation  Committee.  All actions taken by the\n         Liquidation  Committee  shall  require  the  unanimous  approval of the\n         entire Liquidation Committee.  The Liquidation Committee will value and\n         liquidate the Company's assets based on the actual circumstances of the\n         Company  valued as an ongoing  concern,  so as to cause the  Parties to\n         receive the then market value for the assets.\n\n         Liquidation Plan: Upon earlier termination of this Contract pursuant to\n         paragraphs  (a),(c),and  (d) of Article 20.01 hereof,  the  liquidation\n         plan  shall  provide  first  for  payment  of the  Company's  debts and\n         expenses.  Following  such  payments,  the  Company's  assets  shall be\n         distributed  to the  Parties  proportionally  in  accordance  with each\n         Party's registered capital share of the Company. Upon early termination\n         of the Contract  pursuant to section 2 of Article 20.01, the defaulting\n         Party can participate in the  aforementioned  distribution only when it\n         has undertaken its  responsibility  for breach and  indemnified the non\n         defaulting Party for the loss.\n\n         In the event of a situation as  mentioned  in paragraph  (d) of Article\n         20.01,  the Purchaser shall compensate an amount of termination cost to\n         the Company,  pursuant to the Operation and Offtake Contract, the total\n         assets  (including  but not  limited to fixed  assets  and  circulating\n         assets) of the Company and the termination cost shall be distributed to\n         Party C on a priority  basis,  so that  Party C can obtain  anticipated\n         returns as estimated in Appendix I hereof,  the remaining part shall be\n         distributed proportionally to Party A and Party B.\n\n20.04    Normal Termination of Contract Upon Expiration of Joint Venture Term.\n\n         In addition to the  extension of this contract as stipulated in Article\n         18.02 hereof,  this Contract  shall  terminate  upon  expiration of the\n         joint venture term as designated in Article 18.01 hereof.\n\n         Upon the  expiration of the joint venture term as stipulated in Article\n         18 without being  extended,  the total fixed assets of the Company will\n         be  gratuitously  turned  over to Party 'A' and  Party  'B'  registered\n         capital  which  the  cash  from  converted  non-fixed  assets  shall be\n         distributed in accordance with the following Priorities:\n\n         (a) Repayment of the Company debts;\n\n         (b) To  compensate  for  the  difference  between  the  actual  returns\n         obtained by Party C and the estimated  amounts as specified in Appendix\n         1 hereof;\n\n         (c) The residual  amounts  shall be  distributed  in  proportion to the\n         ratio of investment made by the Parties;\n\n\nARTICLE 21.       FORCE MAJEURE\n\n21.01    Force Majeure\n\n         (a) 'Force Majeure' includes but is not limited to any of the following\n         events:\n\n              (i)War, hostilities or rebellion;\n\n              (ii)Plague or other contagious diseases;\n\n              (iii)Fire not caused by negligence or deliberateness;\n\n              (iv)Lightening;\n\n              (v)Earthquake;\n\n              (vi)Other forces of nature, including natural disasters.\n\n         The  aforesaid  events  shall have  simultaneously  the  following  six\n         characteristics:\n\n              (i)  Arising after the signing of this Contract;\n\n              (ii) Unforeseen or unavoidable;\n\n              (iii)Beyond the control of a Party concerned;\n\n              (iv) Occurring within the Plant Site;\n\n              (v)  Directly preventing a Party from performing this Contract;\n\n              (vi) Cannot  be prevented in spite of utmost  efforts being \n              exerted by that Party.\n\n         (b) If occurrence  of an event of Force  Majeure  prevents a party from\n         fulfilling its obligations  (excluding capital contribution and payment\n         obligations)  under  this  Contract,  the Party may be  suspended  from\n         performing such obligations provided;\n\n              (i)Suspension  of performance is of no greater scope and no longer\n              duration  than is  reasonably  required  to  correct  consequences\n              caused by the event of Force Majeure; and\n\n              (ii)Suspension  of performance will not apply to any obligation to\n              make payments under this Contract.\n\n         (c) In the event any Party is unable to fulfill  its  obligation  under\n         this Contract as a result of Force  Majeure,  the Party  claiming Force\n         Majeure shall  promptly  inform the other two Parties in writing within\n         15 days of such occurrence. Such notification shall state the nature of\n         the  event,  the  anticipated  duration  and any  action  taken  by the\n         affected  party to mitigate the effect.  In the event of Force Majeure,\n         the Parties shall immediately  consult with each other in order to find\n         an  equitable  solution  and  shall  use all  reasonable  endeavors  to\n         minimizes the consequences of such Force Majeure.\n\n\nARTICLE 22.       SETTLEMENT OF DISPUTES\n\n22.01    Conciliation and Mediation\n\n         Any dispute in connection  with this  Contract will be settled  through\n         friendly consultation or conciliation among the Parties.  Consultations\n         shall  occur  immediately  upon the  request  of one Party to the other\n         Parties  regarding  disputes.  Disputes may also be mediated by a third\n         party  designated by the Parties to this Contract.  If mediation is not\n         successful  within 30 days,  disputes may also be submitted to binding,\n         non-appealable arbitration for settlement.\n\n22.02    Arbitration\n\n         The following  rules and  procedures  shall apply to an  arbitration of\n         disputes between the Parties under this Contract.\n\n         (a)  Arbitration  under this  Contract will be conducted by an arbitral\n         tribunal in accordance  with UNCITRAL  arbitration  rules  contained in\n         Resolution  31\/98  adopted by the United  Nations  General  Assembly on\n         December 15, 1976 and entitled 'Arbitration Rules of the United Nations\n         Commission on International Trade Law' or its amendments as in force at\n         the time such  arbitration  is  commenced.  Should  there be a conflict\n         between the rules and  provisions of this Contract and the  arbitration\n         rules, the rules and provisions of this Contract shall govern.\n\n         (b) The  arbitral  tribunal  shall have three (3)  members.  Each Party\n         shall designate one arbitrator within 30 days after giving or receiving\n         request for arbitration. The third arbitrator shall be appointed by the\n         other two  arbitrators  within 10 days of the appointment of the second\n         arbitrator. If any of the arbitrators are not appointed within the time\n         limits set forth in this section, arbitrators will be designated by the\n         Secretary General of the International Arbitration Center.\n\n         (c)  All  arbitrators  must be  fluent  in  Chinese  and  English.  The\n         arbitration  shall be conducted in Chinese and English.  Any subsequent\n         arbitration award shall also be written in Chinese and English.\n\n         (d)  The  venue  and   organization   for   arbitration   is  Singapore\n         International  Arbitration Centre or other  international  locations or\n         arbitration organizations agreed to by the Parties.\n\n         (e) The  Parties  agree to accept  the  arbitration  award as final and\n         binding.  The Parties  renounce  their right to  appealing  against the\n         arbitration award.\n\n         (f) The Parties agree to bear all costs as determined  and allocated in\n         the arbitration award.\n\n22.03    Continuing Rights and Obligations\n\n         The  Parties  shall  continue to exercise  their  remaining  respective\n         rights, and fulfill their remaining  respective  obligations under this\n         Contract except in respect of those matters under dispute.\n\n22.04    Waiver of Immunity\n\n         To the extent the Parties may claim for  themselves or their assets and\n         revenues,  immunity  from suit  execution,  attachment  or other  legal\n         process,  the  Parties  agree not to claim such  immunity  and agree to\n         irrevocably  waive such  immunity to the fullest  extent  permitted  by\n         applicable law.\n\n\nARTICLE 23.       APPLICABLE LAW\n\n23.01    Applicable Law\n\n         The validity,  interpretation and implementation of this Contract shall\n         be  governed  by the laws of the  People's  Republic of China which are\n         published  and  publicly  available.  In the  event  that  there  is no\n         published and publicly  available  law in China  governing a particular\n         matter  relating to this Contract,  reference  shall be made to general\n         international commercial practices.\n\n23.02    Economic Adjustment for Change of Law\n\n         As used herein 'Change of Law' means the  promulgation of any new laws,\n         rules or regulations in China or the amendment or interpretation of any\n         existing laws, rules or regulations in China relating to taxes,  custom\n         duties, environmental issues or other matters concerning this Contract.\n         In the event that a Change of Law  adversely and  materially  affects a\n         Party's  economic  benefit  under  this  Contract,  the  Parties  shall\n         promptly  consult  with  each  other and use their  best  endeavors  to\n         implement  adjustments  necessary  to maintain  each  Party's  economic\n         benefits derived from this Contract. The basis of this adjustment shall\n         be no less favorable  than the economic  benefits it would have derived\n         if such laws,  rules or regulations had not been promulgated or amended\n         or so interpreted.\n\n23.03    Preferential Treatment\n\n         The Company and the Parties shall be entitled to any tax, investment or\n         other benefits or preferences  that become  available or publicly known\n         after the signing of this  Contract and which are more  favorable  than\n         those set forth in this Contract.\n\n\nARTICLE 24.       MISCELLANEOUS PROVISIONS\n\n24.01    Environmental\n\n         The  Company  shall  undertake  environmental  protection  measures  in\n         accordance  with  the  'Law  of  the  People's  Republic  of  China  on\n         Environmental Protection' and other relevant laws and regulations.\n\n24.02    Waiver\n\n         To the extent permitted by Chinese Law, failure or delay on the part of\n         any Party  hereto to exercise a right,  power or  privilege  under this\n         Contract  and the  Appendices  hereto  shall  not  operate  as a waiver\n         thereof or other rights, powers or privileges;  nor shall any single or\n         partial  exercise of a right,  power or  privilege  preclude  any other\n         future exercise thereof.\n\n24.03    Binding Effect\n\n         This  Contract  is made  for  the  benefit  of the  Parties  and  their\n         respective  lawful  successors and assignees and is legally  binding on\n         them.  This Contract may not be changed  orally,  but only by a written\n         instrument  signed  by all  Parties  and  approved  by the  appropriate\n         Examining and Approving Authority.\n\n24.04    Language\n\n         This  Contract is executed in the Chinese  language  and in the English\n         language. Both language versions shall be equally effective.\n\n24.05    Entire Agreement\n\n         This Contract and the Appendices  attached to this Contract  constitute\n         the entire  agreement  between the Parties  with respect to the subject\n         matter  of  this  Contract  and   supersede   all  prior   discussions,\n         negotiations and agreements  between them. In the event of any conflict\n         between  the terms and  provisions  of this  Contract  and those of the\n         Articles of  Association,  the terms and  provisions  of this  Contract\n         shall prevail.\n\n24.06    Notices\n\n         Any notice or written  communication  provided for this Contract by any\n         Parties or the others, including but not limited to any and all offers,\n         writings,  or notices to be given thereunder,  shall be in writing made\n         in English and Chinese, and shall be sufficiently given if addressed as\n         set  forth  below  and sent by  registered  mail or an  internationally\n         recognized  overnight courier  services,  hand delivered or transmitted\n         clearly by  facsimile,  however all  facsimile  shall be  confirmed  by\n         courier service delivered letter,  promptly transmitted or addressed to\n         the  appropriate  Party.  The date of  actual  receipt  of a notice  or\n         communication  thereunder shall be deemed to be the effective date. All\n         notices and communications shall be sent to the appropriate address set\n         forth  below,  until the same is changed by notice  given in writing to\n         the other Parties.\n\n                  Party A:                  Anhui Liyuan Electric Power\n                                            Development Company Limited\n\n                  Address:                  No. 415 Wuhu Road\n                                            Hefei, Anhui province\n                                            China\n\n                  Telephone No:             86-551-3642775\n                  Facsimile No:             86-551-3637642\n                  Attention:                Cheng Guangjie\n                  Zip Code:                 230061\n\n                  Party B:                  Hefei Municipal Construction and\n                                            Investment Company\n\n                  Address:                  No. 186 Suzhou Road\n                                            Hefei, Anhui province\n                                            China\n\n                  Telephone No:             86-551-2617410\n                  Facsimile No:             86-551-2649751\n                  Attention:                Shen Dequan\n                  Zip Code:                 230001\n\n                  Party C:                  AES-Anhui Power Company Ltd.\n\n                  Address:                  3\/F, Golden Bridge Building No. 1\n                                            Jianguomenwai Street, Beijing\n                                            China\n\n                  Telephone:                86-10-5089619\n                  Facsimile No:             86-10-5089628\n                  Attention:                Paul T. Hanrahan\n                  Zip Code:                 100020\n\n24.08  Appendices\n\n         The Appendices  listed below are made an integral part of this Contract\nand are equally binding with Article 1 through Article 24 herein.\n\n\n         SIGNATURES\n\n         IN  WITNESS  WHEREOF,  each of the  Parties  hereto  have  caused  this\nContract  to be executed by their duly  authorized  representatives  on the date\nfirst set forth above.\n\n         PARTY A:  Anhui Liyuan Electric Power Development Company Ltd.\n\n         Name:[Signature Illegible]\n         Title:\n         Nationality: Chinese\n\n\n\n         PARTY B:Hefei Municipal Construction and Investment Company.\n\n         Name:[Signature Illegible]\n         Title:\n         Nationality: Chinese\n\n\n\n         PARTY C:  AES Anhui Power Company Limited.\n\n         Name:[Signature Illegible]\n         Title:\n         Nationality:  U.S.A.\n\n\n\n\nAPPENDIX 1.\n\nTHE PROJECTED RETURN ON EQUITY PRINCIPAL OF THE PARTIES OVER THE YEARS.\nUNIT:  USD\n\n                                     [***]\n\n\n[***] Filed separately with the Commission pursuant to a request for \nconfidential treatment.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6585],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9613,9617],"class_list":["post-42332","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aes-china-generating-co-ltd","corporate_contracts_industries-utilities__electric","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42332","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42332"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42332"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42332"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42332"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}